ADMINISTRATIVE PROCEEDING
File No. 3-21678

September 19, 2023 - The Securities and Exchange Commission today charged Clark Reiner, the manager of Woodstock Capital, LLC ("Woodstock Capital"), an unregistered investment adviser, in connection with misstatements he made to two investors, a charter school and a real estate fund, in Woodstock Capital Partners, L.P. ("Woodstock Partners"), the pooled investment vehicle that Woodstock Capital managed.

According to the SEC's order, between August and November 2019, Reiner made material misstatements to the two investors in Woodstock Partners. The order finds that Reiner misstated the investment strategy of Woodstock Master Capital, Ltd. (the "Woodstock Fund"), the master fund into which Woodstock Partners invested all of its assets. According to the order, while Reiner represented that the Woodstock Fund would invest in government bonds and other debt securities, the Woodstock Fund actually engaged offshore traders to conduct the trading, who then primarily traded derivative products. The two investors ultimately lost more than $4 million of their respective $5 million capital contributions.

The SEC's order finds that Reiner violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(b) thereunder, and Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8 thereunder. Without admitting or denying its findings, Reiner consented to the entry of the order, which requires him to cease and desist from further violations of the charged provisions, to pay disgorgement of $24,995, prejudgment interest of $2,610.54, and a $200,000 civil monetary penalty. Reiner also consented to a bar from association with any investment adviser, broker, dealer, municipal securities dealer, municipal advisor, transfer agent, nationally recognized statistical rating organization, as well as an investment company prohibition.

The SEC's investigation was conducted by William Conway, Nicholas Karasimas, and Sandeep Satwalekar in the New York Regional Office and was supervised by Thomas P. Smith, Jr.